Growing Pains
by That-one-fandom-vore-writer
Summary: It's all my fault. He's dead. He deserved it. Or so Seymour thinks. Alone, cold, and in the basement, Seymour thinks back to the death of Orin Scrivello and thinks that maybe Orin wasn't the only monster there that night. Abilities flaring up and panic rising, he tries to collect himself only to realize that perhaps a helping hand and some sweet understanding is all he needs.


**I have no excuse for this. Nearly 8k words of vore fic. Warnings up here for swearing, flashbacks, panic attacks, and vore. I'm not kind to Seymour in this story... **

* * *

It was always so much worse when he panicked.

Harsh wheezes escaped the botanist's throat as he tugged sharply at his mop of brown curls, pacing back and forth in the dimly-lit basement he called home. Back and forth. Back and forth. His sock-clad feet had practically worn a groove beneath him from the repetition of it all.

He couldn't sleep.

Sleep was a luxury the florist couldn't afford, not after what he'd done.

A whimper caught in his throat and he stopped in his tracks in front of his still-made bed to try and calm his breathing, screwing his eyes shut tightly behind his glasses as though that would cast the images from his mind. If anything, it made them clearer.

Images of an axe, held in his quivering hands.

He could still feel it, feel the weight of the cruelly dull weapon, the wooden handle, the way it had swung so easily in his grip. Feel it thumping against something that wasn't the trunk of a tree or sturdy plant. Something human.

And the sounds, too, the crack of bone and the soft hitch of a breath in his throat as he realized he'd have to swing the axe again, and again, and again...

And the blood.

The substance he'd put his own safety on the line to retrieve had leaked from the dentist's broken body easily enough, splattering across his front and the floor. It had been hellish to scrub out, and even now, confined in the basement, he was terrified someone had seen it. Someone he knew, maybe.

The past three nights were nights he'd spent in silent fear, not eating, not sleeping, just lying rigid on his bed and staring at the ceiling, waiting for the scream of sirens and the thumping of footsteps above him.

In a sick way, he almost wanted it.

An easy out.

A way to keep that- that _thing_ upstairs from ever getting what it wanted, or, so he hoped. He'd be behind bars, maybe even killed, but...

He could still hear the chopping in his head.

Still feel blood splattering up his arms.

Still smell the metallic stench of lifeblood trickling from wounds.

Seymour Krelborn: botanical genius and murderer.

The self-proclaimed title made him want to be sick. His pacing stopped, giving way to trembling. His bandaged hands fell to meet each other, shaking fingers twining tightly together.

Was it murder?

Was that what he was? A murderer?

Was that what it had been? It hadn't been by his hands, but he hadn't helped, and he certainly hadn't wanted to offer the wretched man any aid. But as much as he had wanted Orin to die, he hadn't wanted to kill him. There had been something so pained in the dentist's eyes in his last moments, something feral and fearful, nearly glazed over from the gas he'd been raggedly inhaling.

Seymour knew he'd never be able to unhear that horrible man's final words, choked out between labored breaths.

_ "What did I ever do to you?"_

His own response had seemed natural at the time, but now, it was haunting.

_ "It's not what you did to me. It's what you did to __**her**__." _

_ "Her... who?"_

There'd been silence as Orin gave one last pitiful wheeze before recognition had flashed across his face.

_"Oh. __**Her**__."_

And then there'd been nothing, and he'd had to lug the broken man's body down the alleyway outside the dentist's office, which hadn't been all that hard, considering-

His head smacked against the ceiling.

Gasping, Seymour's eyes flew open as, without warning, his head bumped against his ceiling, or, the floor of the shop above him.

_Shoot..._

Even though his glasses were lopsided, the botanist could still see his hands- bracing him as he fell to his knees- his breathing harsh and frantic as it escaped his lips. His size was increasing. Slowly, at first, but with every second, with every rasping breath, his head was closer to the ceiling and his hands were nearing the size of his dingy mattress.

_No!_

Heaving and squeezing his eyes shut, Seymour swallowed hard and curled his hands into fists.

Panic always made it flare up. Always, without fail, it made his size change, which had made it easy to haul Orin down the city street, but-

The ceiling gave a creak.

-This wasn't a city street.

This was much smaller and more confined than a city street, and, as his panic grew, so did he.

Struggling to inhale, Seymour tried to focus on something- anything else- anything other than the memory of chopping, the slicing of skin and muscle, the feeling of the axe hitting the corpse-

He gave a whimper as his cheek came into contact with the grimy concrete floor.

His whole body tremored.

He'd dealt with panic before, kept it warded off for the past few nights, but now, here and now, he couldn't keep it at bay.

It wasn't a painful transformation. Jarring, sure, but it didn't make him ache the same way it used to.

_Murderer!_

A voice in his head screamed. It sounded like it belonged to Orin, full of the same ire he used when talking to the woman he loved more than anything.

_You're a murderer!_

_ Who's next, huh?_

_ Who comes next?_

_ Mushnik?_

_ Or what about Audrey, huh? _

_ Do you think she won't notice?_

_ Face it, Krelborn, she's gonna find out, and she's gonna hate you!_

Basement walls pinning him in place, the florist's shaking and wheezing only worsened.

_She's gonna know, and where's that gonna leave you?_

He didn't respond to the mocking voice of the dentist.

Hands- now huge- came up to clutch at his hair and tug until his head ached.

How come he had to be a freak, anyway?

He'd never-

He'd never _asked_ to be a shifter, and he'd always tried to hide the ability, knowing how uneasy it made people. His whole body shook harder by the second. Hot tears brimmed in his eyes.

The images didn't stop, flashing by faster and faster.

Now, it wasn't Orin who he was watching die.

Now it was a certain woman, her blonde hair in shambles as she strained to get the mask clamped over her pretty face to come loose. Her green eyes were pained and wild, and unlike the dentist, she wasn't giggling away. She was pleading. Frantic. Straining to undo the claps and get the nitrous oxide to stop pumping into her lungs.

And all he did was watch.

All he did was stand, stock-still as she looked up at him in terror.

The basement shelves gave a clatter as Seymour tried to curl on his side, hoping against all hope that maybe it would just go away. His- now huge- body was crammed into the small space, and from where he lay, he could feel shelves pressing up against his back, digging uncomfortably into his spine.

The ceiling gave another groan, loudly voicing its complaints as a hiccup escaped Seymour's quivering lips. He couldn't stop the tears from rolling down his cheeks.

She was begging, now, her voice hoarse and broken.

_"I thought you said you'd never hurt me..."_

His own lips were superglued shut. His mind surged with broken apologies, but all he could do was watch in silent terror, heart in his throat and stomach in a knot.

His head throbbed as the basement walls tightly kept him in place. Unable to control his powers, Seymour was helpless to do anything but watch as the world became smaller. The tears in his eyes blurred his surroundings, but he could still make out the basement steps ahead and the small window positioned under them.

Moonlight- a rarity in a smoggy city like Skid Row- floated down to meet him, reflecting off his glasses and highlighting his watering eyes. Grimy and shaking, he let himself sob. He tried to keep quiet, he really did, but he couldn't stop the choked noises from ripping past his lips. Jolting with the force of another soft hiccup, Seymour watched through the broken window, looking for some distraction.

Sometimes, if he was lucky, he'd see the shape of a certain person from his basement window. A glimmer of hope going by the name of Audrey Fulquard. She always made him feel lighter than air, and as much as it was a little selfish, she was who he gravitated to in the midst of his panic. Maybe seeing her- seeing her alive and well- would be enough to cause the voices in his head to go quiet, though, as Seymour scanned the street with his huge brown eyes, he felt his stomach sink.

Her bedroom light was off.

Rain was falling and pattering softly against the roof, muffling his pitiful sobs as he tried to keep from breaking further.

It was cramped.

It was so cramped.

Seymour gave his curls another sharp yank, whimpering as his head began to hit the ceiling further, his body buckling forward involuntarily with the new and sudden height he was gaining.

"No, no, no!" He pleaded with himself, the words coming out in a mess of jumbled syllables. "Not right now, c'mon, please!"

His body shuddered.

Swallowing hard, the florist gave another pained moan. His stupid growth-spurt had left the room in shambles. Had he been in his right mind, he would've been irritated with himself for knocking over the plants he'd worked so hard to keep alive, hell, he might've even laughed at his own stupidity, but now...

His mind was a whirlwind of frantic thoughts, of blame, of guilt that he'd shouldered for the past three hellish days. The axe kept on swinging in his head, but not at Orin. The sickening crunching and crushing of bones that didn't belong to the dentist made Seymour's stomach turn.

He tried to cover his mouth with his hands, though, the sob that escaped him was painfully audible. It shook the whole building to its very foundations.

Seymour's hands shook as he fumbled to adjust his glasses, burying his face in the crook of his elbow to muffle his increasingly heavy breathing. It wasn't working. All he could do was tremble, lying on his side with his face covered and his glasses lopsided.

_She's gonna hate you for what you've done._

_ Did you really think you were protecting her?_

_ Did you really think she'd forgive you?_

_ When she finds out- not if, when- you're going to get it. _

It was true.

His empty stomach twisted and he gave another violent shudder, feeling his foot smack the side of his- now knocked over- shelf.

God, he was making a mess of everything, wasn't he?

Just like he always did.

He gave another choked whimper and dug his face deeper into his elbow, trying- and failing- to block out all the noise in his head, to replace it with-

"...Seymour?"

With a sharp gasp, the florist's gaze jerked to the basement steps, his head shooting upright and- once again- banging against the ceiling.

_Didn't hear the door..._

Straining to hear over the noise of his heart thumping in his chest, Seymour could make out, albeit, quietly, the sound of footsteps above him.

"Is... Is everythin' alright?" Came a gentle, familiar voice. A voice that had been begging for her life in his mind mere seconds ago.

_Audrey._

The walls creaked.

_Oh, no, not now-_

Struggling to keep composure, the botanist went absolutely still where he lay, though, his body was still wracked with trembling. Gathering his courage, he swallowed hard and tried his best to call back in a way that didn't make his discomfort painfully obvious. He didn't need her coming downstairs to check.

"I- yeah, Audrey, m'fine!" His voice cracked near the middle of his sentence. The words held a bit of a rasp. Unbeknownst to him, the floor beneath Audrey's feet trembled.

The footsteps were closer to the doorway now.

Heart in his throat, he watched as her shadow fell across the steps. "A-Are you sure? Because I... I was jus' comin' over to see ya, and um, th-the floor... it's a little... shaky."

_She was coming to see me?_

Struggling not to break out into a sob, the young man curled up as tightly as he could, gaze not straying from her shadow.

"Y-Yeah, I... I'm s-sure I just... haven't b-been sleepin' much..."

That was an understatement.

Heavy bags hung under his eyes, and as he rubbed at them to try and get the tears to stop falling, another hiccup jolted his frame, earning him a sharp gasp of surprise from upstairs.

"S-Seymour... is... is everythin' alright?"

He could practically feel her hesitation. It rolled off her in waves and made him want to disappear.

"I..." He hesitated. Swallowed. Tried one more time to make his heart rate slow down, or to make his size decrease.

It didn't work.

"I... no, b-but don't..." Even as he tried to stutter out a warning, he knew she wasn't going to stay away.

Curling up and trying his best to appear smaller, Seymour screwed his eyes shut tight at the sound of the door squealing open and braced for a panicked scream.

Her footsteps caused the stairs to creak. He could hear them, every click of her high-heels on the wood, closer and closer until...

He let out a soft whimper at the sound of a sharp gasp.

"O-Oh my. You..."

He kept his eyes firmly stuck shut, though, he felt his body give another lurch without his permission. The ceiling swayed above him.

Audrey's soft breathing was the only sound he could hear above his frantic heartbeat and rough wheezing. His whole frame trembled as she stepped closer. He couldn't make himself look. He didn't want to look.

He didn't want to see the horrified expression he knew was painted across her face, didn't want to know that he was the source of her terror, didn't-

"You're... big!"

Seymour opened one eye a crack.

She hadn't sounded terrified. Caught off-guard, sure, but not... scared. As his teary eyes focused on her, he let out a small hiccup, his eyes wide and afraid behind his glasses.

But Audrey...

Didn't look alarmed.

If anything, she looked a little shocked, though, her expression was quick to change to one of concern. "You... you don't look so good, Seymour, a-are... is everythin' alright? Is- is all of this-" she gestured to his huge shape, "-normal?"

The florist couldn't meet her eyes. "N... Not exactly..." He admitted, keeping his gaze fixed on her shoes.

She knew he was a shifter. He'd shown her, in the past, though he'd not gotten too big. Just a few feet taller, to demonstrate, but here...

Here, in the basement, it was painfully obvious that he was gigantic.

Her shoes got closer. There was a feather light touch on his forearm from a delicate hand. "Hey, h-hey, lookit me." She prompted, the genuine and utter concern in her words enough to make Seymour sniffle and slowly, achingly slowly, obey her command. His brown, teary eyes trailed up from her shoes, taking in her rumpled overalls and work shirt before landing squarely on her face.

"What do you mean... 'not exactly'?" She intoned with a tilt of her head, those green eyes he so loved boring into his own with nothing but good intentions.

Shuffling in place, Seymour tried his best to look smaller. Under her gaze, he always felt so tiny. Even now.

Inhaling, he gave a weak, broken sigh. "I... I just... h-had a bit of a scare, s'all." He tried to lie. "I... I just... it's stupid, really, I just..."

Audrey's presence was enough to make him exhale softly and give a soft sniffle. She radiated calm. Always had, and always would. Her little hands on his arm were enough to give him the courage to continue. "I just had a b-bit of a panic, a-and I... I couldn't..."

He was shaking again.

All he could see was the axe swinging toward her.

All he could feel was blood splattering across his skin.

Whimpering, Seymour tried to pull away, only to have her grip tighten. "Seymour..." She began, her soft, gentle tone of voice enough to wrench a sob from him.

Why was she always so kind?

Why did she care?

He was nothing. Nothing special. Nothing worth loving. A monster. He'd killed for her, killed like it was nothing. Nothing at all, yet, here she was, trying to comfort him. It was enough to make him bite back a sob as she looked at him again with those green eyes, so full of light and life, and spoke his name once more.

"Seymour, hey, jus'... jus' focus on me, alright?" She prompted.

Before he could try to stop her, she delicately stepped over his hand, taking a moment to brace on his quivering fingers. His hand alone was bigger than her whole body, yet, she seemed completely undaunted by the whole thing.

Flinching, he tried to recoil, only to be met with a wall behind him.

She was inches from his face, now. Delicate and small, staring up at him in concern. "What's wrong?"

The florist gave a whimper. His brown eyes clouded with tears behind his glasses. "I... I'm just... I'm j-just... scared." His voice wobbled as Audrey gave a small nod, a small, comforting smile falling across her lips.

"Oh, w-well, I... I understand. Things've been a little... different, lately. I mean, with the plant upstairs, an' the fact that people actually wanna stick around here..." She shook her head slightly. "Can't believe a place like this got so much attention all of a sudden, all thanks to you!"

He knew she was trying to make him feel better, but the mention of the... the thing upstairs was enough to make his stomach lurch. "I... It's g-gotten attention, alright." There was a bitter undertone in his words. "I don't... I didn't... I mean, I'm glad the shop's doing s-so well, but..."

The chopping.

The blood.

The laughing of Orin as the light drained from his eyes.

He didn't realize he was shaking again until Audrey's little hands were moved from his arm.

Whimpering under his breath, he tried to pull away, tried to make her understand that backing away from him was the exact thing she should-

Her hand returned, this time, on his cheek.

"Hey, hey, s'okay, jus'... talk to me." She prompted, gently beginning to trace little circles with her thumbs as she did. Her hands were steady against his skin, delicate, yes, and small, but steady all the same.

Seymour didn't speak for a moment. When he did, it was slow. Hesitant. "It's... It's g-gonna need to eat soon, and I've... Audrey- I've gotta f-find something, somehow, m-maybe even-"

Looking at her was all it took to make the tears come.

They came pouring down his cheeks as he gave a hiccup, the ceiling straining as he moved once more, his size jolting to that of a bigger creature. Something designed to hurt, not to help.

Audrey, however, didn't seem to mind.

If anything, she pressed closer against him, murmuring soft, but genuine condolences. Forehead pushed against his skin and hands patting his cheeks as well as she could, she held firm as he crumpled.

He didn't know how long it took until he'd cried himself out.

Minutes.

Hours, maybe.

But he cried until his shaking turned to quivers and his violent hiccups were few and far between.

Feeling her, feeling her presence, her warmth, her kindness...

Looking at her blearily from behind his glasses, Seymour cautiously inched forward and gently inclined his head to look at her, giving a pitiful sniffle as he did. "Why... why d-did you help s-someone like me?"

_A mistake._

_ A murderer._

_ A monster._

"Someone..." Audrey heaved a sigh as the meaning of his wobbling words sunk in. Looking up at him, she offered a small smile and took a step back, though, much to his relief, her hands didn't leave his skin. "Seymour, you... I'd help anyone like you, a-and if there was s-someone like you, a-another Seymour Krelborn, I'd... I'd help you, first."

Seymour's heart, though heavy, lifted. "R... Really?" He asked, daring to inch closer. His hand was mere inches from her side, yet, she didn't seem to mind.

A laugh escaped her as she nodded. "'Course, silly! H-Heh, I came to see you t-tonight because-"

She stopped.

If Seymour's eyes weren't clouded with tears, he would've been certain she had a blush coloring her cheeks.

Swallowing, Seymour bit his lip and tilted his head to the left, somewhat curiously. "You... wh-"

He was interrupted by a low, long gurgle from under his skin.

Flushing and recoiling instinctively, Seymour made to spit an explanation as his cheeks darkened, mouth already opening to explain that it wasn't because of _her_ that his stomach was growling.

No.

Never.

Sure, he'd _thought_ about it, but-

His belly let out another long growl as he looked at her once more, a small amount of saliva pooling on his tongue as he did.

_ Oh, geez._

"I... I'm s-sorry, I... I haven't b-been eating much, it's... it's a b-bad habit, I know, I just... I... I'll g-get something once all this w-wears off, promise! Don't, d-don't-"

There was a moment as he rambled where her brow furrowed, green eyes flashing with hesitance before-

Her little hands came to rest on his lower lip, effectively silencing him. "Seymour."

He only had eyes for her, now.

That was always true, always was, always would be, but now...

Now, her pretty green eyes met his own, and he could've sworn he saw something almost... nervous glinting in them. "I... I c-came over because my... my heating's out," she quietly explained, her fingers tracing the splits and cracks in his lips. "A-And I know it's a little outta the blue, b-but if you're... h-hungry, a-and if you'll keep me safe, that is, um..."

She let out a nervous laugh and took one hand off his lip to twiddle a lock of blonde hair between her thumb and forefinger.

Was she...

Flustered?

She certainly seemed a little... different. Still radiant, yes, but... different. She was speaking, and although he didn't mean to tune her out, he couldn't help but jolt a little as he heard the latter half of her sentence.

"I know s-sizeshifters can keep people s-safe, when they..."

He tuned back into her words.

His heart rate increased.

_Wh..._

_ What?_

His confusion must've shown on his face.

Audrey didn't meet his eye as she continued talking, her hands not leaving his lower lip. "I... I m-mean, if you're hungry, and since my... my heating's out... I was w-wondering if..."

She closed her pretty little eyes for a moment before looking up at him.

Her small shoulders bobbed with an inhale as she shifted her weight. "It... it sounds kinda silly, but I... I was wonderin' if you could..."

His stomach gave another rumble.

Both him and Audrey flushed, though, Seymour felt as though his cheeks were on fire as she crept a little closer, her green eyes meeting his own. "If you're st-stuck like this a-and you're hungry, this... could help us both." Letting out a nervous laugh, she pressed a little harder on his lip. "An' 'sides, I'm freezin'." She added.

That was true.

Her little hands- as wonderful as they were- were cold against his skin.

Swallowing nervously, Seymour took a moment to adjust his weight. "You... y-you want me to..." He spoke quietly, his breath causing Audrey's hair to ruffle where she stood.

"If... S-Seymour, I trust ya, and you... I don't think ya wanna be alone..."

That was true.

How she knew, he didn't know, but she was right.

He didn't want to be alone.

Not now, not ever, and although in the shop he was never truly alone, he needed someone else. Someone who wasn't going to yell and demand to be fed with blood. Someone who didn't shout, didn't grow impatient, and didn't wish him harm.

Someone...

Someone like the little blonde standing, fearless as ever, in front of him.

She swayed in place, and although she seemed a little nervous, her small, wry smile was enough to let him know that she was suggesting doing the one thing that, though terrifying, would bring them close together.

"Audrey, a-are you askin' if I could..."

He didn't have to finish the thought.

Her little head moved with a sharp nod, and a small, nervous laugh escaped her lips. "Yeah. I'm..."

Her touch became a tad firmer. "I'm askin' you to... t-to eat me, Seymour."

There it was.

She'd said it.

Just a few words, a few measly syllables, yet, it made Seymour's face flush.

There was no avoiding it, now, she'd said it and he'd heard it The words had filled the air of the basement and left silence between them, save for his own thundering heart and their soft breathing.

He wanted to speak, but he knew, oh, he knew his voice would crack within seconds of leaving his lips.

He settled for the next best thing.

Carefully, and slowly, as not to startle her, Seymour plucked up his courage and let his maw fall open before her.

* * *

This was new.

Audrey hadn't expected him to do it, and if she was being honest, she hadn't expected that she'd be able to force the words from her throat. It was just one request, one incredibly personal request, but a request all the same.

A request she'd put more thought into than she'd care to admit.

She'd known he was a shifter, yes, but she didn't know how... well, how _large_ he'd be able to make himself. She'd hoped, sure, that he'd be able to offer... offer something so strange to her, but... not once had the little lady ever thought that he'd be one of the few graced with such an odd ability.

As his lips moved, she took a step back reflexively, though, she didn't go too far.

Breath catching in her throat, Audrey's green eyes widened as she watched his mouth open wide, mere inches from where she stood.

Letting out a nervous laugh, she tried to form words. "Takin' that as a yes, then." She managed, unable to tear her eyes away from the new, slightly pulsing terrain splayed out ahead.

A low hum was what she earned in response, resonating up from the depths of his throat. It was shaky, definitely as nervous as Seymour must've been, but there all the same.

She thought she'd find it scary to stare into the mouth of a hungry giant, but as she slowly took another step closer, she felt her fears melt away. His breath washed over her in a heavy wave as she shakily looked at his maw, eyes darting past the slick, quivering tongue and teeth to fixate on the slimy tunnel awaiting her.

His throat.

Exhaling, Audrey took a few timid steps back, letting out a little laugh as she looked up to meet Seymour's gaze. "L-Lemme just get rid'a my shoes, and we can get on with it."

She watched as his mouth fell shut once again, his nervous, sheepish eyes filling her vision as he leaned a little closer. "S-Sorry, r-right, I... I j-just dunno how to do this, not... not really." He explained, tripping over his words for a moment.

Oh, he was a mess.

An utter, flustered mess.

But then again, so was she. "It's- It's okay," she assured him, "I... I can't say I've got any experience, either."

Kicking off her heels and leaving them on the cold ground behind her, Audrey's bare feet practically froze when they came into contact with the basement floor. "Geez, it... it really is nippy down here," she observed, "aren't ya cold?"

She watched as his brown eyes flickered with uncertainty for a moment behind his glasses.

He was an open book, his little nervous tics more than easy for her to read, and his hesitance was no different. Seeing his brow crease and his whole body tense for a moment was enough to tip her off that he was... considering telling her something.

"I... I usually s-sleep like this..." He murmured, his voice soft and timid. "It's... M-Mr. Mushnik can't really afford much extra for heatin', so I just... t-try to keep warm."

_Oh..._

As much as he didn't seem that bothered by it, Audrey felt a little spark of indignance on his behalf.

It must've shown on her face.

Seymour was quick to inhale and offer her a shaky smile, wiping at the tears drying on his cheeks. "It's no big deal! It's just h-harder durin' the winter months, but I've got a coupl'a blankets. I make do." He was trying to play it off. She could tell. She could see it in the way his fingers twitched, and even though he was huge, he was dipping his head and trying to seem... small.

Sighing, Audrey, having removed her high-heeled shoes, gently placed a small hand on his cheek. "It's... o-okay, b-but, Seymour, it's... ya know, you'll catch your death here on Skid Row!"

It always seemed to be freezing in town, and with her heating out, Audrey knew that the streets were practically at subzero temperatures. Frowning in concern, she tilted her head and heaved a sigh. He... _was _large...

Bigger than any animal that she'd ever seen, and he _was_ right. His body heat rolled off him in waves.

Maybe it helped him, but maybe it didn't.

She couldn't tell for sure, but either way...

"Well, a full belly'll heat ya right up, yeah?" There was a small, coy smile on her face as she spoke, and as the words left her lips, she shot an innocent glance up to the florist, unable to hold back a big, dumb grin at the sight of him so red.

"Wh-"

Laughing, she watched as his cheeks turned a deep shade of red, though, a blush spread across her own face as his stomach added its thoughts with a loud gurgle.

_He's... really hungry, huh?_

A little nervous, she watched as his throat bobbed in a nervous swallow, the noise of his gulp alone enough to send a chill down her spine.

_ That... could be me..._

Blushing and stepping close to his huge face, she gently rested a hand on his lower lip and exhaled. "Well... If you, if you _wanted_, anyway, I... I could... if ya wanna... w-wanna..." Laughing again, she pushed a little harder on his lips. "If you're okay with it, you... you could... you could eat me, Seymour." She quietly finished.

She felt his face heat up beneath her touch and slowly looked back into his big brown eyes, giggling at the sight of his reddened cheeks.

He blinked, slowly, and hesitantly.

It was something she recognized from having worked with him for so long, a little tell that let her know she'd won. He always did it when Mushnik asked him for something he didn't want to do, or when he was losing an argument and knew it.

"I... I w-want... I... y-yeah, I... I already k-kinda jumped th' gun, but..."

Tittering out another laugh, Audrey tilted her head and grinned. "Heh, y-yeah, but I... 'm shoes are off, so whenever you're ready, open up, I guess."

There it was again, that slow blink.

That nervous tic she knew so well.

"O-Okay, just... if somethin'... if I... i-if I hurt you a-accidentally, I... please, _promise_ you'll say somethin'."

His nervous brown eyes darted back and forth across her body. When she nodded, she watched the tension drain out of his shoulders.

"'Course, Seymour, I... I promise. But nothin'll go wrong, yeah? I trust ya, so..." With a small smile, she gently pressed a hand to his lips. "Open up, Seymour."

She could feel his hesitation. It hung in the air.

Sure, he'd already opened his mouth once for her, but...

Somehow, the small pause must've been enough to make his unease rise up again, though, Audrey couldn't imagine why.

Yes, he was a shifter, but she knew Seymour would never hurt a fly. He'd never been anything but gentle and kind, with her, and with everyone. She couldn't imagine a world where he was anything but wonderful.

Biting her lip, Audrey shifted her weight and exhaled heavily.

One of _her _nervous tics.

She... she knew she could tell him what was on her mind without any fear of judgment. He always understood, and as she looked back up into his warm brown eyes, she knew he always would. "I... I jus'... don't really wanna be alone tonight, and I jus'... wanted to be somewhere that was safe." She admitted, quietly. "I... my heating's out, an' that's... th' perfect excuse, but I just... I'm stilll..."

Before she could try to phrase it, Seymour was already trying to fill in the blank. "You... is this because of Orin?"

_Yes._

"N-Not exactly..." She stammered, "I- I know it's... he... he wasn't a good person, Seymour, n-not like you, anyway, and I just... I know it's silly, r-really, but I..." She took a deep breath and gazed upward into his brown eyes. "I wanted to be somewhere I felt safe, s-so..." Flushing and averting her eyes once more to gaze down at her bare feet, she gave a nervous laugh. "Sorry if this is weird, I just-"

"No, Audrey, it's not weird."

His gentle voice vibrated through her from sheer magnitude as she watched his eyes behind his glasses. They were full of concern, nothing but utter and genuine care as he leaned a little closer, nearly bumping into her with his nose. "It's... I g-get it, but are you sure? I- I'll do it, I just-"

Once again, her hands returned to sit upon his lower lip. "Ready when you are." She chirped, ignoring the hot rush of his breath on her face.

She felt as though he'd say something, and for a second, he looked like he would. With his lips pursed and his eyes questioning, he looked almost ready to speak, but...

Instead of saying a word, he shuffled in place, knocking his head once more on the low-hanging ceiling before...

Audrey stifled a gasp as the skin her hands rested on moved, his lips parting effortlessly to reveal the same, slimy, pink landscape as before, the whole picture framed by teeth that could tear through her with no effort at all.

With that in mind, she let out a soft, nervous laugh.

"I'm gonna assume you're ready, then." She told him, managing a smile at the low hum of response she earned.

It was all on her, now.

Exhaling deeply and reminding herself that it was her idea, she looked into the maw awaiting her.

His mouth was...

Well, it was dark, for one. There wasn't much light in the basement as it were, and with Seymour taking up most of the space... she could only see the vague outline of his throat, along with the slick surface of his tongue in the blackness.

Saliva puddled on the pink muscle as she slowly, carefully, and cautiously stepped forward, bracing one hand on his tongue as she made to step over his teeth. The surface of his tongue was warm beneath her splayed fingers, and as she crawled over his teeth and lips, the hot, humid wave of his breath greeted her. It was impossible not to notice his drool, now. It pooled around her, dripping onto her in thick globs the further in she crawled. Her blonde hair was slicked back, and as she raised a hand to try and wipe it off her pale features, she only managed to smear it further across her face.

Giggling in spite of herself, she gave a shaky sigh and looked at the ridges above her for a moment, pressing a careful hand to them. She knew he could feel it.

"O-Okay, if ya... if ya wanna close your mouth, Seymour, g-go ahead."

The hum that rattled through her ribcage was enough to let her know he'd heard her. It wasn't that he was purposefully being loud, she didn't think, it was just how close she was to his throat. She could literally feel the vibration of the noise in the air around her as she carefully laid down on her front, facing outward toward his teeth.

Headfirst sounded like a bad idea, even in theory.

Poking a little at the tongue beneath her, she watched with bated breath as his lips sealed off the light, casting her into utter and complete darkness.

She could feel so much.

Even without her eyes, she knew exactly where she was. There was the subtle squish of his tongue beneath her, and the slick feeling of it shifting ever-so-slightly beneath her little form. It wasn't that he was tasting her, at least, she didn't _think _he was tasting her...

More and more saliva doused her little frame as she felt him reorient himself, her whole body slipping a little in place at the action. A nervous titter of laughter escaped her throat.

This was strange.

A little frightening, but...

Kneading a little at the tongue beneath her, she felt some of the tension coiled in her chest... drain.

"I... Seymour, are ya doin' alright?"

She didn't know how well he could hear her from within himself, but he did move in response. Audrey let out a small, startled gasp as his tongue twitched purposefully beneath her, gently curling along her side before falling flat once more. It was so soft, and that little... was that a lick?

Audrey didn't know.

Whatever it was, it was gentle and made heat rise to her cheeks.

She wouldn't mind lying there in his mouth, if she was being honest.

His hot breath on her back... the softness and warmth around her... that feeling of being held...

Not bad at all.

However, at the noise of a gurgle ringing up from somewhere beneath her, she knew she was just prolonging the inevitable. She was absolutely slicked down, coated in slimy spit, but unbothered.

Swallowing nervously, knowing she was completely safe, she let herself go limp and focused on the warmth and gentle swaying of the muscle beneath her. She was safe. She was completely and utterly surrounded by the person she loved most of all.

Not that she'd ever admit it, of course.

Blushing profusely, she gently patted his tongue. "Alright. Wh-Whenever you're ready, you can s-swallow." She told him.

The noise of his breath hitching beneath her made her let out a soft laugh, and although she was... a little nervous, she was quick to brush it off.

This was Seymour.

Her surroundings, the breath on her back, it was all his, and he... he was always so gentle. Nothing could hurt her now.

As she felt his hesitation around her, she kneaded a little at his tongue, trying her best to seem reassuring. "I trust ya, Seymour. Go ahead." There wasn't a trace of a stutter in her timid words. They were the honest truth.

Not bothering to brace herself as her surroundings tilted back, Audrey exhaled and went limper still. Bare feet prodding at the back of his throat, the saliva pulled her little body back, back, back, until-

She heard him swallow before she felt it. The noise was loud, ringing in her ears as she was knocked back near effortlessly It tugged at her ankles, his tongue rising to push her down the tight tunnel of his throat with a squelch.

The walls- pink and pulsating- rippled with the force of his gulp, dragging her further into him with ease. It was almost scary, how fast she slid down his throat, her minuscule body sliding further by the second. Just one quick swallow. That was all it took to send her into the darkness of his esophagus.

His esophageal muscles pulled her down into the darkness, yet, as she heard his heart thumping around her, felt it vibrating into her very core, she felt oddly at peace. It was nice to just... let go.

She didn't have to fight, nor struggle, she could just... find peace.

Strange as it was, being tugged down the throat of a person a hundred times her size was where she found a sort of inner balance.

Going limp as could be as the muscles of his throat tugged her down, down, down, Audrey had never felt so utterly small, but also protected. Safe.

_Oh, geez..._

Boy, was she lovestruck.

It was easy to let herself be utterly engulfed by Seymour. She could hear his breathing, the thudding of his heart, and-

With a slick sound and another shove from his esophagus, Audrey stifled a yelp as she fell into his waiting stomach.

It was... big.

Bigger than she'd thought.

She couldn't see... well, couldn't see _anything_ in the darkness, but she could feel the space around her as it churned. Soft walls gently squished her in place, and as a gurgle resonated through the fleshy chamber, Audrey let out a small giggle. The churning, the slime, the dark... some of it might have gotten to anybody else, but...

Audrey was hardly anybody else.

Lying back against the walls of the organ, Audrey delicately began to trace along the rugaes of the empty space. Goodness, he... didn't seem to have eaten recently.

Humming in thought and stretching out, she pushed the worry to the back of her mind.

First things first. "Are... Seymour, are you alright out there?" She asked with a press to the wall. Her little hand sunk into his stomach lining, the soft, warm surface easily squished beneath her palm.

The return pressure earned a little squeak from her, the whole cavernous space swaying as Seymour reoriented himself.

"Yeah- I- Audrey, m'fine, but... what about you?" His cautious words rumbled through her, almost like when she was lying against his chest, making her chest feel warm, and then-

There was his touch from the outside.

Gentle, soft, and utterly enveloping. She leaned against it subconsciously.

"Yeah..." She breathed, pressing further against the soft walls as she did. They folded neatly around her, utterly surrounding her in warmth, in safety, in... in Seymour. The person she loved more than anything. The person who didn't know how much she cared...

Exhaling and nuzzling further against his touch, she kneaded at her squishy surroundings a little more. "I'm... great. It's... Seymour, thanks," she quietly told him, "for this... I know it makes ya nervous, but I... I needed this. Needed _you_." She clarified with a blush on her cheeks, relishing in the hitched breath it earned her.

Feeling so utterly wrapped up, safe in the core of the man she loved, she stretched out, doing her best to fill him up. Her feet barely even made contact with the furthest wall. Sprawled on her back, she patted her surroundings with an air of fondness. "You can sleep whenev'a, just make sure we both get up on time."

That earned her a low, nervous laugh that echoed through her whole body.

That was a sound she'd never tire of.

"O-Okay, if you're sure, I... I think I'll nod off pretty quick."

Audrey could feel him shifting again, and let out a small, startled gasp as her surroundings pitched and rolled, the whole space shifting until she was flat on her back.

_He's laying down._

That was confirmed by a small, gentle pressure from above her- _his hand _\- and a sleepy, content sigh.

"I... thanks, Audrey, I... I think I needed this, too." Came a sleepy mumble.

Audrey's spit-covered face lit up with a smile and she delicately pressed back, splayed fingers sinking far into the fleshy wall hanging above her. "Not a problem. Night, Seymour..."

As she gave into the darkness behind her eyes, the sound of his heartbeat and the warm walls gently churning serving as white noise, Audrey felt oddly at peace. Here, she didn't have to worry about Skid Row, the ugly reality residing outside of the basement. Here, she didn't have to worry about... anything. She could just let go, let Seymour's warmth and care seep into her bones.

Listening to his steady, even breaths, Audrey's own soon lengthened to match, and with a tiny yawn, she was out like a light.

* * *

Seymour didn't fall asleep right away.

It was a little hard to comprehend how a panic attack- if that was what it was- had turned to something almost... beautiful.

That feeling, that first push to his stomach walls had left him breathless, and knowing that Audrey, lovely Audrey was tucked safely beneath his skin...

Pushing on her still shape as if to confirm it, Seymour felt a blush creep across his cheeks. He was her safe place. _Him_. A screwup. A nobody. A mistake. What she saw in him, he had no idea, but... so long as she saw it...

Humming a little in contentment, he gave a stretch in place.

So long as she saw it, he didn't mind.

As much as she didn't know the full story, the full story far too awful to share in such a tender moment, she... still stood by him. Through thick and thin.

Her warm shape in his belly was enough to make his eyelids droop behind his glasses, and as he took off his spectacles and laid them to rest at his side, he couldn't help another pleased hum. The light of his life, confined to rest within him. It wasn't romantic, wasn't normal, wasn't even orthodox, but it was theirs. Completely and utterly theirs. Nothing could ruin this.

Swallowing a mouthful of excess saliva and heaving a sigh, Seymour allowed himself to close his eyes.

She was asleep.

She... trusted him enough to fall asleep inside him, in his _stomach_, in a place where she must've felt utterly powerless.

Just three words were all it would take.

"I..."

Breaking off into a yawn, voice low as not to rouse the little woman, he traced a few sleepy circles over where he felt her shape.

"I love you."

Three words.

Gentle, tender, and full of nothing but utter adoration.

As much as he knew she hadn't heard them, it felt good to let them out into the night air. After all, they would always ring true. For Audrey, he knew, they were completely honest. Always would be.

And for a moment-

Seymour's eyes widened at a small flutter against his stomach walls, and for one terrifying moment, thought she had heard, but-

All she did was roll over.

Smiling and exhaling, he closed his eyes and laid his head to rest on his ratty mattress.

Good nights were rare in a place like Skid Row, but as sleep claimed him, Seymour couldn't help but think that maybe, despite the reasons for it... this was a good night after all.


End file.
